Heart Attack Macaroni & Cheese

I can’t think of anything more appropriate for the first post of 2017 than a recipe for my favorite comfort food: Macaroni & Cheese!  Though anyone who knows me will tell you that I don’t discriminate when it comes to mac & cheese, this particular recipe is my absolute favorite of all time.  My husband Jason and I started the tradition of making this delectable “Heart Attack and Cheese” together on Christmas Eve which is not only a great way to spend time together but also makes for a phenomenal and indulgent meal perfect for any holiday or special occasion.

So what makes this macaroni and cheese the best ever?  The cheese my friends, the CHEESE.  Not only is this delectable dish packed with flavorful sharp cheddar, tasty monterey jack and creamy Velveeta but it’s also topped with crushed Cheez-Its to up the cheese factor even further.  Oh yes. we. did.  This level of cheesy goodness paired with the combination of savory bacon and onions just cements it in my mind as being particularly memorable and different than any other recipe I’ve had the privilege of devouring.  Is your mouth watering yet?  Best ever macaroni and cheese up next!

This is a perfectly solid standalone main dish or could be paired with a vegetable side as well if you wish.

Here’s What You Need:

  • 1 lb elbow macaroni
  • 1 lb thick cut bacon, cooked and crumbled
  • 1 onion, diced
  • 2 cups sharp cheddar cheese, shredded
  • 2 cups monterrey jack cheese, shredded
  • 1 lb Velveeta cheese
  • 1 1/4 cups half and half
  • 2 large eggs, beaten
  • 1/2 cup butter (1 stick)
  • Salt and pepper to taste
  • 2 cups Cheez-Its, crushed
  • 1/4 cup butter, melted, for topping (1/2 stick)


1.  Preheat oven to 375 degrees.  Butter or spray a large baking dish or casserole pan with non-stick cooking spray; set aside. For the full recipe you’ll need a pan that will hold 4 quarts.

2.  Cook the bacon and onions in a frying pan over medium heat until done; drain fat and place on a paper towel to cool. Once cool, gently crumble bacon with your hands.

3.  Boil noodles, rinse, drain and set aside. Shred the cheddar and jack cheeses, stir together and set aside. Meanwhile, pour the milk into a large saucepan and warm over medium low heat. Cut up the Velveeta into chunks, add to the saucepan and cook over medium low heat until all of the cheese has melted, stirring often. Add additional milk if needed to thin. Remove from heat and set aside.

4.  Crack the eggs into a separate bowl and lightly whisk. Scoop out some of the hot cheese sauce and slowly add that to the eggs to temper them, continuously whisking as you add the liquid to the eggs. Once well combined, add the eggs to the cheese sauce and quickly whisk together until well mixed. Tempering prevents the eggs from scrambling in the hot cheese sauce.

5.  Next, measure out 2 cups of Cheez-Its and pulse in a food processor until adequately crushed for topping. (Note: If you don’t have a food processor, place the Cheez-Its in a Ziploc bag, seal tight and crush with a rolling pin.) Microwave remaining 1/2 stick butter in 30 second increments until completely melted. Add Cheez-Its to butter and stir to combine.

6.  Add half of the elbow noodles to the baking pan and season lightly with salt and pepper. Slice thin layers of butter and spread them around on top of the noodles. Top with 1/2 of bacon and onion mixture followed by 1/2 of the cheddar/jack cheese combo over the noodles. Ladle 1/2 of the Velveeta cheese sauce over that. Repeat the layers of noodles, seasoning, butter, bacon/onions, cheddar/jack cheese, and Velveeta sauce. Finish with Cheez-Its/butter topping.

7.  Cook at 375 degrees F, uncovered for about 30 to 35 minutes, or until bubbly and lightly browned on top. Get ready to eat the best ever macaroni and cheese you’ve ever tasted!

Note:  *Look for the smaller 1lb Velveeta blocks or use 1/2 of the original 2lb block size

On a final note, I want to just reiterate that since this recipe is incredibly rich (and FAR from healthy if we’re being honest), you might want to try this delicious modern take on macaroni & cheese by epicurious for more everyday type applications.  Bon appetit!


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About The Author


Hi! I’m Lisa, creator and owner of SuburbanAF.com, a women’s interest/lifestyle blog for women living a suburban lifestyle. This blog is the natural evolution of earlier blogs I managed, including Becker it Yourself, centered primarily around DIYs. Join me on the suburban journey to Master Mrs. with Style with topics including friends, family, fashion, home, food, travel, fitness and health/beauty, all in good humor.

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